Frasers accuses Boohoo of undeclared payments to the founder’s son

On January 21, Frasers Group’s final resolution for Boohoo shareholders was rejected, meaning the fast fashion company’s founder, Mahmud Kamani, should retain his place as a director. While this seemingly ended another chapter in the leadership battle, the next twist is already beginning to emerge.

In an open letter published after the conclusion of the general meeting, Frasers accused Kamani and Boohoo of making undeclared payments of over £2 million to Umar Kamani, the founder and advisor of PrettyLittleThing (PLT) and Mahmud’s son. According to reports cited by Frasers, these funds are said to have gone into a bank account in Dubai. Frasers stressed that despite repeated requests to disclose the details of this agreement, no disclosures have been made so far.

Frasers’ concerns also relate to Umar’s role at PLT, a subsidiary of Boohoo, for which he reportedly provides “consultancy services”. Umar, who founded PLT in 2020, returned to the company in September 2024 after stepping down as CEO the year before. The exact name of his new role was not publicly announced, but Umar announced upon his return that he would “take responsibility for the further development of PLT”.

Boohoo asked to disclose details of PLT founder’s remuneration

In its open letter, Frasers acknowledged that PLT is “currently important to Boohoo’s business and contributes to its revenue, brand portfolio and overall strategy”. PLT was designated as the core brand. However, Frasers said it was surprised that details of Umar Kamani’s remuneration were not disclosed, given PLT’s importance to Boohoo and Umar Kamani’s role at PLT.

Frasers said it was “deeply concerned by Boohoo’s governance practices and lack of transparency around material agreements”, which may breach the AIM rules for companies, the UK’s Market Abuse Regulations and the Quoted Companies Alliance’s Code of Corporate Governance violated in 2018. As a result, Frasers asked Boohoo to “urgently disclose full details of Umar Kamani’s advisory arrangement, including the remuneration Umar Kamani receives.”

Frasers has been repeatedly snubbed in its attempts to reform Boohoo’s leadership. However, it continued to reiterate that an alleged “crisis” was underway. Following Boohoo’s launch of a business review in October that suggested a potential portfolio split, Frasers regularly expressed dissatisfaction with the company’s management, particularly given its weak financial position and declining share performance.

The call to appoint Mike Ashley and Mike Lennon as directors of Boohoo was initially rejected by the Manchester-based fashion giant and later rejected by shareholders at a general meeting. Frasers’ call to recall Mahmud Kamani also failed.

Boohoo has not yet responded to Frasers’ recent allegations. However, Chairman Tim Morris and CEO Dan Finley have continued to urge shareholders to support the ongoing business review and reiterated Mahmud’s “integral part of the leadership team.” Boohoo also advised shareholders to ignore Frasers’ campaign, which “aims to destabilize Boohoo and disrupt the board’s plans to unlock and maximize shareholder value.”